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UL Solutions (ULS) CEO receives RSU dividend equivalent awards in Form 4 filing

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UL Solutions Inc. President and CEO Jennifer F. Scanlon reported three compensation-related equity transactions. On June 8, 2026, she acquired awards of 54, 42, and 32 Restricted Stock Units (RSUs), each at $0.00 per unit and each RSU representing one share of Class A Common Stock.

The footnotes state these RSUs represent accrued dividend equivalent rights on RSUs she already holds. These dividend equivalents vest in three equal installments on the first, second, and third anniversaries of May 1, 2024, April 1, 2025, and April 1, 2026, respectively, matching the vesting schedules of the underlying RSUs.

Positive

  • None.

Negative

  • None.
Insider Scanlon Jennifer F.
Role President and CEO
Type Security Shares Price Value
Grant/Award Restricted Stock Units 32 $0.00 --
Grant/Award Restricted Stock Units 42 $0.00 --
Grant/Award Restricted Stock Units 54 $0.00 --
Holdings After Transaction: Restricted Stock Units — 21,454 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. Represents accrual of dividend equivalent rights on RSUs held by the Reporting Person. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of May 1, 2024. Includes RSUs and all dividend equivalent rights that have accrued on such RSUs to date. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of April 1, 2025. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of April 1, 2026.
RSU award 1 54 RSUs Grant/award acquisition on June 8, 2026; each at $0.00
RSU award 2 42 RSUs Grant/award acquisition on June 8, 2026; each at $0.00
RSU award 3 32 RSUs Grant/award acquisition on June 8, 2026; each at $0.00
Shares per RSU 1 share Each RSU equals one share of Class A Common Stock
Holdings after RSU award 1 36,509 RSUs Total RSUs following first June 8, 2026 transaction
Holdings after RSU award 2 28,576 RSUs Total RSUs following second June 8, 2026 transaction
Holdings after RSU award 3 21,454 RSUs Total RSUs following third June 8, 2026 transaction
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent rights financial
"Represents accrual of dividend equivalent rights on RSUs held by the Reporting Person"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Class A Common Stock financial
"one share of the Issuer's Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
vest in three equal installments financial
"The RSUs vest in three equal installments on the first, second and third anniversaries"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Scanlon Jennifer F.
(Last)(First)(Middle)
C/O UL SOLUTIONS INC.
333 PFINGSTEN ROAD
(Street)
NORTHBROOK ILLINOIS 60062
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
UL Solutions Inc. [ ULS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/08/2026A32(2) (3) (3)Class A Common Stock32$021,454(4)D
Restricted Stock Units(1)06/08/2026A42(2) (5) (5)Class A Common Stock42$028,576(4)D
Restricted Stock Units(1)06/08/2026A54(2) (6) (6)Class A Common Stock54$036,509(4)D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. Represents accrual of dividend equivalent rights on RSUs held by the Reporting Person.
3. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of May 1, 2024.
4. Includes RSUs and all dividend equivalent rights that have accrued on such RSUs to date.
5. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of April 1, 2025.
6. The dividend equivalent rights accrued on RSUs held by the Reporting Person and vest proportionately with the RSUs to which they relate. The RSUs vest in three equal installments on the first, second and third anniversaries of April 1, 2026.
/s/ Ryan Robinson, Attorney-in-Fact06/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did UL Solutions (ULS) report for Jennifer F. Scanlon?

Jennifer F. Scanlon reported three equity compensation transactions. She acquired awards of 54, 42, and 32 Restricted Stock Units, each at $0.00 per unit, tied to existing RSUs. These reflect routine accruals of dividend equivalent rights rather than open-market trades.

Are the June 8, 2026 UL Solutions (ULS) Form 4 transactions open-market buys or sells?

The transactions are not open-market buys or sells. They are coded as grants or other acquisitions of Restricted Stock Units at $0.00 per unit, representing accrued dividend equivalent rights on existing RSUs, according to the transaction data and accompanying footnotes.

What do the RSU awards to the UL Solutions (ULS) CEO represent?

Each Restricted Stock Unit represents a contingent right to receive one share of UL Solutions Class A Common Stock. The awards reported for the CEO represent dividend equivalent rights that accrued on previously granted RSUs, aligning compensation with dividends declared on the underlying shares.

How do the UL Solutions (ULS) CEO’s RSU dividend equivalents vest?

The dividend equivalent rights vest proportionately with the related RSUs. Those linked to specific grants vest in three equal installments on the first, second, and third anniversaries of May 1, 2024, April 1, 2025, and April 1, 2026, matching the original RSU schedules.

What are dividend equivalent rights in the UL Solutions (ULS) Form 4 filing?

Dividend equivalent rights mirror dividends paid on common shares for unvested RSUs. In this filing, they accrue on RSUs held by the CEO and are credited as additional RSUs. These new units vest over time alongside the original RSU awards, as described in the footnotes.